ServiceNow CFO reports RSU vesting and share withholding

ServiceNow, Inc. executive Gina Mastantuono, President and CFO, reported equity compensation activity involving restricted stock units (RSUs) and common stock.

Rhea-AI Filing Summary

ServiceNow, Inc. executive Gina Mastantuono, President and CFO, reported equity compensation activity involving restricted stock units (RSUs) and common stock. On February 12, 2026, 1,140 RSUs were converted into 1,140 shares of ServiceNow common stock at an exercise price of $0 per share.

In connection with this RSU vesting, 613 shares of common stock were surrendered at $103.29 per share to cover federal and state tax withholding obligations, as described in the footnotes. After these transactions, Mastantuono directly owned 74,239 shares of ServiceNow common stock.

Insider Trade Summary

1,140 shares exercised/converted

Exercise 3 txns

Insider Mastantuono Gina

Role President and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,140	$0.00	$0.00
Exercise	Common Stock	1,140	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	613	$103.29	$63K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 74,239 shares (Direct)

Footnotes (3)

1. F1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.
2. F2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. F3. The restricted stock units vested as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 12, 2022.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ServiceNow (NOW) executive Gina Mastantuono report on this Form 4?

Gina Mastantuono reported RSU-related transactions, including the conversion of 1,140 restricted stock units into common shares and the surrender of 613 shares to cover tax withholding obligations. These transactions reflect routine equity compensation activity rather than an open-market stock purchase or sale.

How many ServiceNow (NOW) shares did Gina Mastantuono acquire through RSU conversion?

Mastantuono acquired 1,140 ServiceNow common shares through the exercise and conversion of restricted stock units at an exercise price of $0 per share. Each restricted stock unit represented a contingent right to receive one share of ServiceNow common stock upon vesting under the award terms.

Why were 613 ServiceNow (NOW) shares surrendered by Gina Mastantuono?

The 613 ServiceNow shares were relinquished to the company to satisfy federal and state tax withholding obligations arising from the vesting of restricted stock units. This tax-withholding disposition is reported under transaction code "F" and is not an open-market sale by the executive.

How many ServiceNow (NOW) shares does Gina Mastantuono own after these transactions?

Following the RSU conversion and tax-withholding share surrender, Gina Mastantuono directly owned 74,239 shares of ServiceNow common stock. This post-transaction holding reflects her remaining equity position after 613 shares were used to cover the associated tax obligations on the RSU vesting.

What do the restricted stock units (RSUs) in this ServiceNow (NOW) Form 4 represent?

Each restricted stock unit represents a contingent right to receive one share of ServiceNow common stock. The RSUs in this filing vested in 1/16th increments on a quarterly schedule, with the first vesting occurring on May 12, 2022, as detailed in the footnotes.

How did the ServiceNow (NOW) RSU vesting schedule work for this award?

The RSU award vested as to 1/16th of the total shares on a quarterly basis, beginning May 12, 2022. On February 12, 2026, a portion of these RSUs vested and converted into 1,140 common shares, triggering the related tax-withholding share surrender.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/13/2026 - 04:09 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mastantuono Gina

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		M		1,140	A	$0	74,852	D
Common Stock	02/12/2026		F		613(1)	D	$103.29	74,239	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/12/2026		M			1,140	(3)	(3)	Common Stock	1,140	$0	0	D

Explanation of Responses:

1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. The restricted stock units vested as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 12, 2022.

Remarks:

	/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.